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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ST. JOSEPH CAPITAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
ST. JOSEPH CAPITAL CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[ST. JOSEPH CAPITAL BANK LOGO]
April 7, 2000
Dear Fellow Stockholder:
On behalf of the board of directors and management of St. Joseph
Capital Corporation, I cordially invite you to attend the annual meeting of
stockholders to be held at 5:30 p.m. on May 16, 2000 at the Center for
Continuing Education at the University of Notre Dame, Notre Dame, Indiana. The
accompanying notice of annual meeting of stockholders and proxy statement
discuss the business to be conducted at the meeting. We have also enclosed a
copy of our 1999 annual report to stockholders. At the meeting we shall report
on our operations and the outlook for the year ahead.
Your Board of Directors has nominated four persons to serve as Class I
directors. Each of the nominees are incumbent directors. In addition, the
Company's management has selected and recommends that you ratify the selection
of Crowe, Chizek and Company LLP to continue as the Company's independent public
accountants for the year ending December 31, 2000.
We recommend that you vote your shares for the director nominees and in
favor of the proposal.
I encourage you to attend the meeting in person. WHETHER OR NOT YOU
PLAN TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE. This will ensure that your shares are represented at the meeting.
If you have any questions concerning these matters, please do not
hesitate to contact me at (219) 273-9700. We look forward with pleasure to
seeing and visiting with you at the meeting.
Very truly yours,
ST. JOSEPH CAPITAL CORPORATION
John W. Rosenthal
Chairman
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3820 Edison Lakes Parkway - Mishawaka, IN 46545 - Phone: (219) 273-9700
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[ST. JOSEPH CAPITAL BANK LOGO]
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000
To the stockholders of
ST. JOSEPH CAPITAL CORPORATION
The annual meeting of the stockholders of St. Joseph Capital
Corporation, a Delaware corporation, will be held at the Center for Continuing
Education at the University of Notre Dame, Notre Dame, Indiana on Tuesday, May
16, 2000, at 5:30 p.m., local time, for the following purposes:
1. to elect four Class I directors for a term of three years.
2. to approve the appointment of Crowe, Chizek and Company LLP as our
independent public accountants for the fiscal year ending December
31, 2000.
3. to transact such other business as may properly be brought before
the meeting and any adjournments or postponements of the meeting.
We are not aware of any other business to come before the annual
meeting. Any action may be taken on any one of the foregoing proposals at the
annual meeting on May 16, 2000, or on any date to which the meeting may be
adjourned or postponed. The board of directors has fixed the close of business
on March 24, 2000, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting. In the event there are not
sufficient votes for a quorum or to approve or ratify any of the foregoing
proposals at the time of the annual meeting, the meeting may be adjourned or
postponed in order to permit us the time for further solicitation of proxies.
By order of the Board of Directors
John W. Rosenthal
Chairman
Mishawaka, Indiana
April 7, 2000
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3820 Edison Lakes Parkway - Mishawaka, IN 46545 - Phone: (219) 273-9700
<PAGE> 4
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
by the board of directors of St. Joseph Capital Corporation of proxies to be
voted at the annual meeting of stockholders to be held at the Center for
Continuing Education at the University of Notre Dame, Notre Dame, Indiana on
Tuesday, May 16, 2000, at 5:30 p.m., local time, and at any adjournments or
postponements of the meeting.
We would like to have all stockholders represented at the meeting. If
you do not expect to be present, please sign and mail your proxy card in the
enclosed self-addressed, stamped envelope to our transfer agent, First Union
National Bank, Attention: Proxy Department-NC 1153, 1525 W.T. Harris Boulevard,
3C3, Charlotte, North Carolina 28288-1153. You have the power to revoke your
proxy at any time before it is voted, and the giving of a proxy will not affect
your right to vote in person if you attend the meeting.
The mailing address of St. Joseph Capital Corporation's principal
executive offices is 3820 Edison Lakes Parkway, Mishawaka, Indiana 46545. This
proxy statement and the accompanying proxy card are being mailed to stockholders
on or about April 7, 2000. Our 1999 annual report, which includes consolidated
financial statements, is enclosed.
St. Joseph Capital Corporation is a bank holding company which serves
the financial needs of the "Michiana" area of Indiana and Michigan. It is the
parent company of St. Joseph Capital Bank, an Indiana state bank located in
Mishawaka, Indiana.
Only holders of record of our common stock, par value $.01 per share,
at the close of business on March 24, 2000, will be entitled to vote at the
annual meeting or any adjournments or postponements of such meeting. On March
24, 2000, we had approximately 1,675,112 shares of common stock issued and
outstanding. In the election of directors, and for all other matters to be voted
upon at the annual meeting, each issued and outstanding share of common stock is
entitled to one vote. All shares of common stock represented at the annual
meeting by properly executed proxies received prior to or at the annual meeting,
and not revoked, will be voted at the meeting in accordance with the
instructions thereon. If no instructions are indicated, properly executed
proxies will be voted for the nominees and for adoption of the proposals set
forth in this proxy statement.
A majority of the shares of the common stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting. Abstentions and broker non-votes will be counted for purposes of
determining a quorum. Directors shall be elected by a plurality of the votes
present in person or represented by proxy. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the annual meeting and entitled to vote on the
subject matter shall be required to constitute stockholder approval. Abstentions
will be treated as votes against a proposal and broker non-votes will have no
effect on the vote.
ELECTION OF DIRECTORS
At the annual meeting of the stockholders to be held on May 16, 2000,
the stockholders will be entitled to elect four Class I directors for a term
expiring in 2003. The directors are divided into three classes having staggered
terms of three years. Each of the nominees are incumbent directors. We have no
knowledge that any of the nominees will refuse or be unable to serve, but if any
of the nominees becomes unavailable for election, the holders of the proxies
reserve the right to substitute another person of their choice as a nominee when
voting at the meeting. Set forth below is information, as of March 24, 2000,
concerning the nominees for election and for the other persons whose terms of
office will continue after the meeting, including age, year first elected a
director and business experience during the previous five years of each. Each of
the individuals has held the position listed for the past five years unless
otherwise noted. The four nominees, if elected at the annual meeting, will serve
as Class I directors for three year terms expiring in 2003.
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<TABLE>
<CAPTION>
NOMINEES
NAME DIRECTOR PRINCIPAL OCCUPATION
(AGE) SINCE FOR THE LAST FIVE YEARS
- ----- ----- -----------------------
<S> <C> <C>
CLASS I
(TERM EXPIRES 2003)
David A. Eckrich 1996 President, Adams Road Development, Inc.
(Age 59)
Jerry Hammes 1996 Chairman, Romy Hammes Bancorp, Inc., Peoples Bank of Kankakee
(Age 68) County and Romy Hammes, Inc.
Arthur H. McElwee 1996 President, Toefco Engineered Coating Systems, Inc.
(Age 57) (1994-present)
John W. Rosenthal 1996 Chairman, President and Chief Executive Officer of St. Joseph
(Age 41) Capital Corporation and St. Joseph Capital Bank; Vice
President and Senior Corporate Banker, First National Bank of
Chicago (1988-1996)
CONTINUING DIRECTORS
CLASS II
(TERM EXPIRES 2001)
Brian R. Brady 1998 Chairman, Brady Asset Management, LLC; President and Chief
(Age 48) Executive Officer, Damon Corporation (1988-1998)
V. Robert Hepler 1996 President and Chief Executive Officer, VRH Rentals (1994 -
(Age 71) Present)
Jack Matthys 1996 Vice Chairman of St. Joseph Capital Corporation and Chief
(Age 53) Lending Officer of St. Joseph Capital Bank
Richard A. Rosenthal 1996 Athletic Director Emeritus (1995-present),
(Age 67) Director of Athletics (1987 - 1995), University of Notre Dame
CLASS III
(TERM EXPIRES 2002)
Scott C. Malpass 1996 Vice President for Finance and Chief Investment Officer,
(Age 37) University of Notre Dame
Myron C. Noble 1997 Chairman, Pi-Rod, Inc., Plymouth, Indiana
(Age 62)
Robert A. Sullivan 1996 President, Capital Bank, N.A., Sylvania, Ohio
(Age 45)
</TABLE>
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All of St. Joseph Capital Corporation's directors will hold office for
the terms indicated, or until their respective successors are duly elected and
qualified. There are no arrangements or understandings between any of the
directors, executive officers or any other person pursuant to which any of our
directors or executive officers have been selected for their respective
positions, and no member of the board is related to another member by blood or
marriage, except that Richard A. Rosenthal is the father of John W. Rosenthal.
Mr. Arthur J. Decio serves as director emeritus.
For serving on the board of directors of St. Joseph Capital Corporation
and St. Joseph Capital Bank, directors who are also not officers receive annual
fees of $1,000 as well as options to purchase 400 shares of our common stock at
the then current fair market value of such shares on the date of grant. The
options vest immediately and have a term of 10 years. Directors also receive
options to purchase 50 shares for each board meeting that they attend. Options
are not granted for board meetings of both St. Joseph Capital Corporation and
St. Joseph Capital Bank when such meetings are held on the same day. No
additional compensation is paid to directors for attendance at committee
meetings.
The board of directors of St. Joseph Capital Corporation has
established an audit committee. St. Joseph Capital Bank's board of directors has
established a directors' loan policy committee, an audit committee, an
investment committee and a human resources committee. These committees are
composed entirely of outside directors, except that John W. Rosenthal, St.
Joseph Capital Corporation's president and chief executive officer, serves on
all committees except the audit committee, and Jack Matthys, St. Joseph Capital
Bank's chief lending officer, serves on the directors' loan policy committee and
human resources committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE YOUR SHARES
FOR THE NOMINEES.
TRANSACTIONS WITH MANAGEMENT
During the year ended December 31, 1999, certain directors and
executive officers of St. Joseph Capital Corporation (including their
affiliates, families and companies in which they are principal owners, officers
or directors) became loan clients of, and have had other transactions with, us
and St. Joseph Capital Bank in the ordinary course of business. Such loans and
lines of credit have been made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for transactions with other persons and are not believed
to involve more than the normal risk of collectibility or present other
unfavorable features.
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EXECUTIVE COMPENSATION
The following table shows the compensation for the last three fiscal
years paid by us or St. Joseph Capital Bank to our chief executive officer. No
other executive officer had a 1999 salary and bonus which exceeded $100,000.
<TABLE>
<CAPTION>
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION
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(A) (B) (C) (D) (G) (H)
NAME AND FISCAL SALARY($)(1) BONUS ($) SECURITIES ALL OTHER
PRINCIPAL POSITION YEAR UNDERLYING COMPENSATION($)(2)
ENDED OPTIONS
DECEMBER 31ST GRANTED (#)
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<S> <C> <C> <C> <C> <C>
John W. Rosenthal 1999 $ 122,833 $ 17,500 --- $ 13,347
President & Chief 1998 $ 107,000 $ --- 15,000 $ 12,343
Executive Officer 1997 $ 101,015 $ 10,000 3,000 $ 13,186
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</TABLE>
(1) Includes compensation deferred at the election of Mr. Rosenthal.
(2) Represents amounts paid by us for contributions to our 401(k) plan, an
automobile allowance and for life insurance.
STOCK OPTION INFORMATION
No stock options were granted in 1999 to the individual named in the
summary compensation table. The following table sets forth certain information
concerning the exercisable and nonexercisable stock options at December 31,
1999, held by the individual named in the summary compensation table above:
<TABLE>
<CAPTION>
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
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SHARES NUMBER OF SECURITIES
NAME ACQUIRED VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
(#)(A) ON REALIZED OPTIONS AT FY-END THE-MONEY OPTIONS
EXERCISE ($)(C) (#)(D) AT FY-END ($)(E)
(#)(B)
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EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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<S> <C> <C> <C> <C> <C> <C>
John W. Rosenthal --- $--- 32,500 12,500 $ 141,750 $ ---
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</TABLE>
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<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding our common
stock beneficially owned on March 24, 2000 with respect to all persons known to
us to be the beneficial owner of more than five percent of our common stock,
each director, each executive officer named in the summary compensation table
above and all directors and executive officers of St. Joseph Capital Corporation
and St. Joseph Capital Bank as a group.
NAME OF INDIVIDUAL AND AMOUNT AND NATURE OF PERCENT
NUMBER OF PERSONS IN GROUP BENEFICIAL OWNERSHIP(1)(2) OF CLASS
- -------------------------- -------------------------- --------
DIRECTORS
John W. Rosenthal(3) 53,398 3.1%
Brian R. Brady 14,199 *
David A. Eckrich 35,043 2.1%
Jerry Hammes 49,368 2.9%
V. Robert Hepler 27,598 1.6%
Scott C. Malpass 7,463 *
Jack Matthys 40,000 2.4%
Arthur H. McElwee 16,689 1.0%
Myron C. Noble 37,823 2.3%
Richard A. Rosenthal(4) 28,668 1.7%
Robert A. Sullivan 15,058 *
All directors and executive 328,254 18.6%
officers as a group
(12 persons)
- ------------------------
* Indicates less than one percent.
(1) The information contained in this column is based upon information
furnished to us by the persons named above and the members of the
designated group. The nature of beneficial ownership for shares shown in
this column is sole voting and investment power, except as set forth in the
footnotes below. Inclusion of shares shall not constitute an admission of
beneficial ownership or voting or investment power over included shares.
(2) Includes shares obtainable under options granted to directors and officers
of St. Joseph Capital Corporation and St. Joseph Capital Bank under our
stock incentive plan which are presently exercisable or which become
exercisable within 60 days of the date of this table, as follows: Mr. John
W. Rosenthal - 35,500 shares; Mr. Brady - 2,349; Mr. Eckrich - 3,543; Mr.
Hammes - 3,568; Mr. Hepler - 2,598; Messrs. Malpass and McElwee - 3,463;
Mr. Matthys - 15,000; Mr. Noble - 2,823; Mr. Richard A. Rosenthal - 3,568;
Mr. Sullivan - 3,558; and all directors and executive officers as a group -
88,133.
(3) Includes 8,000 shares held in a trust for the benefit of Mr. Richard
Rosenthal's family and over which Mr. John Rosenthal has shared voting and
investment power.
(4) Includes 8,000 shares gifted to a trust for the benefit of Mr. Richard
Rosenthal's family by Mr. Richard Rosenthal and for which he disclaims
beneficial ownership.
5
<PAGE> 9
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Stockholders will be asked to approve the appointment of Crowe, Chizek
and Company LLP as our independent public accountants for the year ending
December 31, 2000. A proposal will be presented at the annual meeting to ratify
the appointment of Crowe, Chizek and Company LLP. If the appointment of Crowe,
Chizek and Company LLP is not ratified, the matter of the appointment of
independent public accountants will be considered by the board of directors.
Representatives of Crowe, Chizek and Company LLP are expected to be present at
the meeting and will be given the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE FOR RATIFICATION
OF THIS APPOINTMENT.
GENERAL
Your proxy is solicited by the board of directors and we will bear the
cost of solicitation. In addition to the solicitation of proxies by use of the
mail, officers, directors and regular employees of St. Joseph Capital
Corporation or St. Joseph Capital Bank, acting on our behalf, may solicit
proxies by telephone, telegraph or personal interview. We will, at our expense,
upon the receipt of a request from brokers and other custodians, nominees and
fiduciaries, forward proxy soliciting material to the beneficial owners of
shares held of record by such persons.
OTHER BUSINESS
It is not anticipated that any action will be asked of the stockholders
other than that set forth above, but if other matters properly are brought
before the meeting, the persons named in the proxy will vote in accordance with
their best judgment.
FAILURE TO INDICATE CHOICE
If any stockholder fails to indicate a choice in items (1) and (2) on
the proxy card, the shares of such stockholder shall be voted (FOR) in each
instance.
By order of the Board of Directors
John W. Rosenthal
Chairman
Mishawaka, Indiana
April 7, 2000
ALL STOCKHOLDERS ARE URGED TO SIGN
AND MAIL THEIR PROXIES PROMPTLY
6
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[MAP]
<PAGE> 11
PROXY ST. JOSEPH CAPITAL CORPORATION PROXY
Proxy is Solicited By the Board of Directors
For the Annual Meeting of Stockholders - May 16, 2000
The undersigned hereby appoints John W. Rosenthal and Edward R. Pooley, or
either of them acting in the absence of the others, with power of substitution,
attorneys and proxies, for and in the name and place of the undersigned, to vote
the number of shares of common stock that the undersigned would be entitled to
vote if then personally present at the annual meeting of the stockholders, to be
held at the Center for Continuing Education at the University of Notre Dame,
Notre Dame, Indiana, at 5:30 p.m., local time, or any adjournments or
postponements of the meeting, upon the matters set forth in the notice of annual
meeting and proxy statement (receipt of which is hereby acknowledged) as
designated on the reverse side, and in their discretion, the proxies are
authorized to vote upon such other business as may come before the meeting:
[ ] Check here for address change. [ ] Check here if you plan to
New Address: attend the meeting.
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(Continued and to be signed on reverse side.)
ST. JOSEPH CAPITAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. Election of Directors
David A. Eckrich, Jerry Hammes,
Arthur H. McElwee and John W. Rosenthal
2. To ratify the selection of
Crowe, Chizek and Company LLP
The board of directors recommends a vote FOR all proposals.
THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH SPECIFICATION MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS.
Dated: , 2000
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NOTE: Please sign exactly as your Signature(s)
name(s) appears. For joint accounts, ----------------------------
each owner should sign. When signing
as executor, administrator, attorney, ----------------------------
trustee or guardian, etc., please give
your full title.
